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Clyde A. Billings, Jr.                                                EXHIBIT 5
Vice President and Counsel
FIRST TENNESSEE NATIONAL CORPORATION
P. O. Box 84
Memphis, TN  38101
(901) 523-5679
Cable FIRBANK





August 22, 1994


Board of Directors
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN  38103

Gentlemen:

         I have acted as counsel to First Tennessee National Corporation, a
Tennessee corporation (the "Company"), in connection with the registration on
Form S-4, Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), of 244,000 shares (the
"Securities") of Common Stock, par value $2.50 per share, of the Company, and
associated stock purchase rights (the "Rights") to be issued pursuant to the
Shareholder Protection Rights Agreement dated as of September 7, 1989 (the
"Rights Agreement") between the Company and First Tennessee Bank National
Association (the "Bank"), as Rights Agent (the "Rights Agent").  The Securities
are to be issued to shareholders of the common stock of Emerald Mortgage
Company, Lynnwood, Washington ("Emerald") pursuant to the terms of the Stock
Exchange Agreement dated as of June 15, 1994, as amended, by and among the
Company, the Bank, Emerald, and the Emerald shareholders (the "Agreement"), in
exchange for shares of Emerald's common stock owned by such shareholders.  I
have examined the originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, certificates and other documents, and
such questions of law, as I have considered necessary or appropriate the
purposes of this opinion.

         Upon the basis of such examination, it is my opinion that:

         1.      When the Securities have been duly issued pursuant to the
                 terms of the Agreement, the Securities will be validly issued,
                 fully paid and non-assessable.
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Board of Directors
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August 22, 1994


         2.      When the Securities have been validly issued, the rights
                 attributable to the Securities will be validly issued.

         In connection with my opinion set forth in paragraph (2) above, I note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts
and circumstances existing at that time and, accordingly, is beyond the scope
of such opinion.

         The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Tennessee, and I am expressing no opinion
as to the effect of the laws of any other jurisdiction.

         In rendering the foregoing opinion, I have relied to the extent I deem
such reliance appropriate as to certain matters on statements, representations
and other information obtained from public officials, officers of the Company
and other sources believed by me to be responsible.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to me in the Prospectus that is a
part of the Registration Statement.  In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Act.

Very truly yours,

Clyde A. Billings, Jr.
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Clyde A. Billings, Jr.